NON-EXCLUSIVE LICENSE AGREEMENT
THIS AGREEMENT (the “Agreement”) by and between the new Partner (the “Licensor”), who is submitting their application and accepting this agreement electronically, and Planet Pron Inc. (the “Licensee”) and is governed by the laws in the state of New York.
(A) Licensor owns all proprietary rights in and to the copyrightable and/or copyrighted works as described in Appendix A, incorporated herein by reference, and hereinafter collectively known as the “Work”, and has the exclusive right to license to others the right to produce, copy, make, sublicense or sell the Work.
(B) Licensor owns all rights in and to the Work and retains all rights to the Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress.
(C) Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration as set forth herein, Licensor and Licensee agree as follows:
1. Licensor Content. Licensor Content, including all pre-existing Trademarks, shall remain the sole property of Licensor, and Licensor shall be the sole owner of all rights in connection therewith. Licensor hereby grants to Licensee a nonexclusive, nontransferable license to use, reproduce, distribute, modify, display publish and profit from the Licensor Content without any limit.
2. Grant of License.
(A) Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Work in the course of its business and for its own business purposes.
(B) Licensee hereby accepts such license and agrees that Licensee shall not use the Work except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Work.
3. Ownership of the Work. Licensee acknowledges that Licensor is the sole and exclusive owner of the Work and of all associated federal intellectual property registrations and pending registrations, as applicable, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with the terms of this Agreement. Licensor admits the validity of all copyrights and ownership for the Work and all associated intellectual property registrations.
4. Reproduction and modification of the Work. Licensor grants the Licensee exclusive, perpetual and worldwide license to use, reproduce and display the final Work in accordance with the various terms and conditions of this Agreement. The Licensor further grants the Licensee rights to modify the work provided.
5. Term and Termination.
(A) This Agreement shall commence as of the Effective Date and shall continue in full force and effect perpetually, unless either party provides written notice, at which point the agreement shall be terminated and license shall expire within 45 days
(B) Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights, including the right to use the Work, privileges and obligations arising from this Agreement shall cease to exist.
Licensor and Licensee agree on no fee upon this agreement. Renewals or extensions of this Agreement are subject to additional fees, to be agreed upon by the Parties prior to renewal or extension
(A) Licensor shall fully indemnify, defend, and hold harmless Licensee from and against any and all claims, losses, damages, expenses, and liability — including those for infringement, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sublicenses, of the Work, whether or not such use conforms to laws of New York State, the United States, and the world wide web.
(B) Licensor has the right, but shall not be obligated, to obtain and maintain federal intellectual property registration of the Work. In the event that Licensee becomes aware of any claimed or alleged infringement of the Work by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution.
8. Assignment. This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law, except that, and only with prompt written notice to Licensor, the Agreement may be transferred to a purchaser of all or substantially all of the assets of Licensee.
9. Notices. Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in email form and delivered electronically to the email address provided below.
Name: Name provided electronically via ID
Email: E-mail provided electronically
Driver’s License / ID: ID provided electronically
Name: Planet Pron Inc.
Any such notice shall be effective when received.
10. Independent Business Relationship. Licensor and Licensee are independent entities and are not and shall not be construed as joint venturers, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.
(A) This Agreement constitutes the entire agreement and understanding of the Licensor and Licensee with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.
(B) If any provision of this Agreement, or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provisions to any other persons or circumstances, shall not be affected thereby.
(C) This Agreement is executed electronically when Licensor registers, checks the consent checkboxes, uploads their identification, and is deemed effective once Licensor clicks/taps “Submit” on the Planet Pron Partners Sign Up webpage.
Description of content: Adult pictures and videos of Licensor or content owned exclusively by Licensor.